Voya Financial (NYSE: VOYA) CFO trades 20,600 common shares

Rhea-AI Filing Summary

Voya Financial, Inc. reported an insider transaction by its Executive Vice President and Chief Financial Officer involving company common stock. On 12/12/2025, the executive exercised 20,600 performance-based stock options at $37.6 per share and acquired common stock, then sold 20,600 common shares at $75 per share. These trades were made under a pre-arranged Rule 10b5-1 trading plan adopted on May 28, 2025.

After these transactions, the executive directly holds 40,096 shares of Voya Financial common stock. In addition, the executive holds derivative equity awards, including 35,587 performance-based stock options, 20,998 restricted stock units, 43,232 performance stock units, and 847.647 deferred savings plan issuer stock units, each tied to the value of the company’s common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Katz Michael Robert

(Last) (First) (Middle)

200 PARK AVENUE

(Street)

NEW YORK NY 10166

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Voya Financial, Inc. [ VOYA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/12/2025		M		20,600(1)	A	$37.6	60,696	D
Common Stock	12/12/2025		S		20,600(1)	D	$75	40,096	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-Based Stock Options	(2)	12/12/2025		M			20,600	(2)	(2)	Common Stock	20,600	$0	35,587	D
Restricted Stock Units	(3)							(3)	(3)	Common Stock	20,998		20,998	D
Performance Stock Unit	(4)							(4)	(4)	Common Stock	43,232		43,232	D
Deferred Savings Plan Issuer Stock Units	(5)							(5)	(5)	Common Stock	847.647		847.647	D

Explanation of Responses:

1. The options exercised and stock sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 28, 2025. The reporting person adopted this plan to cover transactions with respect to options to purchase the Company's stock that were granted by the Company in 2015 and would have expired if not exercised in December 2025.

2. The options vest based on the conditions set forth in their respective agreements.

3. The restricted stock units were awarded as compensation and will convert to common stock on a 1 to 1 basis upon the vesting date.

4. The performance stock units were awarded as compensation and will convert to common stock based on the achievement of certain performance factors.

5. Each of these units represents a right to receive the cash value of one share of the company's common stock upon the reporting person's separation from the company. The reporting person may reallocate investments in the units to alternative investments in the future.

Remarks:

Executive Vice President, Chief Financial Officer

	/s/ Julie Watson, Attorney-in-Fact	12/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider stock transactions did Voya Financial (VOYA) report for its CFO?

The Executive Vice President and Chief Financial Officer of Voya Financial, Inc. reported exercising 20,600 performance-based stock options and selling 20,600 shares of common stock on 12/12/2025.

At what prices did the Voya Financial (VOYA) CFO exercise options and sell shares?

The CFO exercised options into 20,600 shares of common stock at an exercise price of $37.6 per share and sold 20,600 shares of common stock at a sale price of $75 per share.

Was the Voya Financial (VOYA) CFO transaction under a Rule 10b5-1 trading plan?

Yes. The options exercise and stock sale were effected under a Rule 10b5-1 trading plan that the reporting person adopted on May 28, 2025 to cover options granted in 2015 that would have expired in December 2025.

How many Voya Financial (VOYA) shares does the CFO own after the reported transaction?

Following the reported trades, the CFO directly owns 40,096 shares of Voya Financial common stock.

What derivative equity awards does the Voya Financial (VOYA) CFO hold?

The CFO holds 35,587 performance-based stock options, 20,998 restricted stock units, 43,232 performance stock units, and 847.647 deferred savings plan issuer stock units, all linked to Voya Financial common stock.

What are the key dates related to the Voya Financial (VOYA) CFO’s Form 4 filing?

The earliest transaction date reported is 12/12/2025, and the Rule 10b5-1 trading plan used for the options exercise and stock sale was adopted on May 28, 2025.

What is the CFO’s role and relationship to Voya Financial (VOYA)?

The reporting person is an officer of Voya Financial, Inc., serving as Executive Vice President, Chief Financial Officer, and files the Form 4 as a single reporting person.